-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, STAPjUE6NF9M8xR56AquqYhlDRAAvoX15+5K5AABKck2uRsTdXdzSaT+Gtk3P5nn HbUFLTcZvofpwH9U4nIE3A== 0000950172-99-001078.txt : 19990819 0000950172-99-001078.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950172-99-001078 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990818 GROUP MEMBERS: STERLING SOFTWARE ACQUISITION CORP. GROUP MEMBERS: STERLING SOFTWARE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION ADVANTAGE INC CENTRAL INDEX KEY: 0001047118 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411718445 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52607 FILM NUMBER: 99695477 BUSINESS ADDRESS: STREET 1: 7905 GOLDEN TRIANGLE DR STREET 2: STE 190 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-7227 BUSINESS PHONE: 6129333700 MAIL ADDRESS: STREET 1: 7905 GOLDEN TRIANGLE DRIVE STREET 2: STE 190 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-7227 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION ADVANTAGE SOFTWARE INC DATE OF NAME CHANGE: 19980729 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION ADVANTAGE INC CENTRAL INDEX KEY: 0001047118 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411718445 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-52607 FILM NUMBER: 99695478 BUSINESS ADDRESS: STREET 1: 7905 GOLDEN TRIANGLE DR STREET 2: STE 190 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-7227 BUSINESS PHONE: 6129333700 MAIL ADDRESS: STREET 1: 7905 GOLDEN TRIANGLE DRIVE STREET 2: STE 190 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-7227 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION ADVANTAGE SOFTWARE INC DATE OF NAME CHANGE: 19980729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149811000 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149811000 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 2 (FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND STATEMENT ON SCHEDULE 13D AMENDMENT NO. 2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION ADVANTAGE, INC. (NAME OF SUBJECT COMPANY) STERLING SOFTWARE ACQUISITION CORP. STERLING SOFTWARE, INC. (BIDDERS) COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 45669P 10 1 (CUSIP NUMBER OF CLASS OF SECURITIES) DON J. MCDERMETT, JR., ESQ. STERLING SOFTWARE, INC. 300 CRESCENT COURT SUITE 1200 DALLAS, TEXAS 75201 TELEPHONE: (214) 981-1000 FACSIMILE: (214) 981-1265 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPY TO: RICHARD J. GROSSMAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 FACSIMILE: (212) 735-2000 CALCULATION OF FILING FEE =========================================================================== Transaction Valuation:* Amount of Filing Fee:** $197,611,836.50 $39,522.37 =========================================================================== * Estimated for purpose of calculating the filing fee only. The calculation assumes the purchase of 30,401,821 shares of common stock, $.01 par value (including the associated Preferred Stock Purchase Rights, the "Shares") (which represents 25,381,011 Shares outstanding, 4,765,810 Shares reserved for issuance upon the exercise of options, 30,000 Shares reserved for issuance upon the exercise of warrants, and 225,000 Shares issuable under the Employee Stock Purchase Plan (the "ESPP") of Information Advantage, Inc. (the "Company")), at a price per Share of $6.50 in cash. Such number of Shares represents all the Shares outstanding as of July 15, 1999, and assumes the exercise of all existing options and warrants to acquire Shares from the Company and the issuance by the Company of 225,000 Shares under the ESPP. ** The amount of the filing fee, calculated in accordance with rule 0-11(d) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate value of cash offered by Sterling Software Acquisition Corp. for such number of Shares. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $39,522.37 Filing Party: Sterling Software Acquisition Corp. and Sterling Software, Inc. Form or Registration No.: Schedule 14D-1/13D Date Filed: July 21, 1999 =========================================================================== CUSIP No. 45669P 10 1 14D-1/13D ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Sterling Software Acquisition Corp. IRS ID No.: Applied for ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS* AF ___________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ___________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 24,288,270 (including 425,522 Shares subject EACH to guarantee of delivery) REPORTING _____________________________________________________ PERSON (9) SOLE DISPOSITIVE POWER WITH 0 _____________________________________________________ (10) SHARED DISPOSITIVE POWER 24,288,270 (including 425,522 Shares subject to guarantee of delivery) ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,288,270 (including 425,522 Shares subject to guarantee of delivery) ___________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.8% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO ___________________________________________________________________________ CUSIP No. 45669P 10 1 14D-1/13D ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Sterling Software, Inc. IRS ID No.: 75-1873956 ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS* WC ___________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ___________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 24,288,270 (including 425,522 Shares subject EACH to guarantee of delivery) REPORTING _____________________________________________________ PERSON (9) SOLE DISPOSITIVE POWER WITH 0 _____________________________________________________ (10) SHARED DISPOSITIVE POWER 24,288,270 (including 425,522 Shares subject to guarantee of delivery) ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,288,270 (including 425,522 Shares subject to guarantee of delivery) ___________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.8% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON CO ___________________________________________________________________________ Sterling Software, Inc., a Delaware corporation ("Parent"), and Sterling Software Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, as amended ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on July 21, 1999, with respect to Purchaser's offer to purchase all of the outstanding shares of common stock, par value $.01 per share (including the associated Preferred Stock Purchase Rights, the "Shares"), of Information Advantage, Inc., a Delaware corporation (the "Company"), at a purchase price of $6.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 21, 1999 (the "Offer") and (ii) their Statement on Schedule 13D, as amended, filed with the Commission on July 21, 1999 (together with the Schedule 14D-1, the "Schedule 14D-1/13D"). This Amendment No. 2 constitutes the final amendment to the Schedule 14D-1. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1/13D or in the Offer to Purchase referred to therein. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 of the Schedule 14D-1/13D is hereby amended and supplemented by the following: The Offer expired at 12:00 midnight, New York City time, on Tuesday, August 17, 1999. Based on information provided by the Depositary, 24,288,270 Shares or approximately 93.8% of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer (including 425,522 Shares tendered by means of guaranteed delivery). Purchaser has accepted for payment, and has notified the Depositary to promptly pay for the validly tendered and accepted Shares, in accordance with the Offer. On August 18, 1999, Parent issued a press release concerning the foregoing, a copy of which is filed herewith as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Press Release issued by Parent on August 18, 1999 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 18, 1999 STERLING SOFTWARE, INC. By: /s/ DON J. MCDERMETT, JR. ---------------------------------- Name: Don J. McDermett, Jr. Title: Senior Vice President and General Counsel STERLING SOFTWARE ACQUISITION CORP. BY: /s/ DON J. MCDERMETT, JR. --------------------------------- Name: Don J. McDermett, Jr. Title: Vice President INDEX TO EXHIBITS EXHIBIT: DESCRIPTION: ------- ----------- (a)(11) Press Release, dated August 18, 1999, issued by Parent. EX-99 2 EXHIBIT (A)(11) - PRESS RELEASE Exhibit (a)(11) STERLING SOFTWARE NEWS RELEASE STERLING SOFTWARE SUCCESSFULLY COMPLETES TENDER OFFER FOR INFORMATION ADVANTAGE DALLAS, TX (August 18, 1999) -- Sterling Software, Inc. (SSW-NYSE) today announced the completion of its cash tender offer to purchase all the outstanding shares of common stock of Information Advantage, Inc. (IACO-NASDAQ) at a price of $6.50 per share. Sterling Software reported that a total of 24,288,270 shares of Information Advantage common stock were tendered pursuant to the tender offer (including 425,522 shares subject to guarantees of delivery), which expired at 12:00 midnight, New York City time, on August 17, 1999, and that all such shares have been accepted for payment. After giving effect to the purchase of the shares tendered, Sterling Software beneficially owns approximately 94 percent of the outstanding Information Advantage shares. Questions and requests for assistance regarding the tender offer may be directed to the Information Agent for the offer, Georgeson Shareholder Communications Inc., at (800) 223-2064, or to the Dealer Manager for the offer, Deutsche Banc Alex. Brown, at (800) 334-2640. Sterling Software also announced today that it and Information Advantage intend to effect a merger pursuant to which Information Advantage will become a wholly owned subsidiary of Sterling Software, and all remaining Information Advantage stockholders (other than Sterling Software) will have the right to receive the same $6.50 per share in cash paid in the tender offer. Sterling Software announced that it is targeting September 1, 1999 for completion of the merger transaction. Sterling Software is a leading provider of software and services for the application development, information management, systems management and federal systems markets. The company is ranked among Business Week's 1998 "Info Tech 100" as one of the world's best performing information technology companies. Headquartered in Dallas, Sterling Software has a worldwide installed base of more than 20,000 customer sites and 3,700 employees in more than 90 offices worldwide. For more information on Sterling Software, visit the company's Web site at www.sterling.com. Contact: Julie Kupp VP, Investor Relations Sterling Software, Inc. (214) 981-1000 julie.kupp@sterling.com -----END PRIVACY-ENHANCED MESSAGE-----